(1) Every cooperative has the power, except as
specifically limited by this article or by its own articles or bylaws:
(a) To have perpetual existence and succession by its domestic entity name
unless limited by the articles;
(b) To sue and be sued and to complain and defend in courts of law and
equity;
(c) To make and use a common seal, alter the same at its pleasure, and to
use such seal or a facsimile thereof, including a rubber stamp, by impressing or
affixing it or by reproducing it in any other manner;
(d) To purchase, receive, lease, and otherwise acquire, and to own, hold,
improve, use, and otherwise deal with, real or personal property or any legal or
equitable interest in property, wherever located;
(e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise
dispose of all or any part of its property;
(f) To purchase, receive, subscribe for, and otherwise acquire shares and
other interests in, and obligations of, any other entity, including any other
cooperative, and to own, hold, vote, use, sell, mortgage, lend, pledge, and otherwise
dispose of, and deal in and with, the same;
(g) To make contracts and guarantees; incur liabilities; borrow money; issue
notes, bonds, and other obligations, which may be convertible into or include the
option to purchase other securities of the cooperative; and secure any of its
obligations by mortgage or pledge of any of its property, franchises, or income;
(h) To lend money, invest and reinvest its funds, and receive and hold real
and personal property as security for repayment;
(i) To be a partner, member, associate, trustee, promoter, or manager of, or
to hold any similar position with, any entity;
(j) To conduct its business, locate offices, and exercise the powers granted
by this article within or outside this state;
(k) To elect directors and officers and appoint employees and agents of the
cooperative, define their duties, fix their compensation, and lend them money and
credit;
(l) To pay pensions and establish pension plans, pension trusts, profit sharing
plans, share bonus plans, share options and rights plans, and benefit or incentive
plans for any or all of its current or former directors, officers, employees, and
agents;
(m) To make payments or donations for the public welfare or for charitable,
scientific, or educational purposes;
(n) To regulate and limit the right of members to transfer their memberships,
stock, or other equity;
(o) To make and amend its articles and bylaws for the management of its
affairs and to make provisions in its articles for the terms and limitations of stock
ownership or membership and for the distribution of its earnings;
(p) To indemnify its directors, officers, employees, and agents to the extent
provided or permitted in this article and to eliminate or limit the personal liability of
a director, officers, employees, or agents of the cooperative, as provided in
accordance with section 7-56-406; however, no such provision shall eliminate or
limit the liability of a director or officer to the association or to its members for
monetary damages for any act or omission occurring prior to the effective date of
such provision;
(q) To establish in its bylaws procedures for the disposition of funds when
declared payable by the cooperative and unclaimed by the holder three years after
notification has been mailed to the holder's last-known address of record on the
books of the cooperative, which disposition may consist of transferring the funds to
the general operating account of the cooperative;
(r) To establish, secure, own, and develop patents, trademarks, and
copyrights;
(s) To make advance payments and advances to members;
(t) To act as the agent or representative of any member for any lawful
purpose or in any lawful transaction of the cooperative;
(u) To purchase or otherwise acquire and to hold, own, and exercise all rights
of ownership in, and to sell, transfer, or pledge or guarantee the payment of
dividends or interest on, or the retirement or redemption of shares of the stock or
bonds of any person engaged in any lawful activity;
(v) To allocate earnings and pay patronage dividends;
(w) To use per unit retains;
(x) To prohibit or place limitations on amounts or rates of dividends payable
on any class of capital stock or other equity investment in the cooperative;
(y) To engage in any activity in connection with the purchase, hiring, or use
by its members or other patrons of goods, services, products, equipment, supplies,
utilities, telecommunications, housing, or health care;
(z) To establish amounts for reasonable and necessary reserves for bad
debts, obsolescence, grain, quality and grade, contingent losses, working capital,
debt retirement, buildings and equipment, and ownership retirement and to provide
that no member or other person entitled to share in the allocation of the
cooperative's net margins or other funds shall have any rights except upon
dissolution when the entire reserve funds of the cooperative shall be distributed in
accordance with applicable federal, state, and local law and the articles and bylaws
of the cooperative;
(aa) To manufacture, sell, or supply goods, machinery, equipment, supplies,
or services to its members and to other patrons or persons;
(aa.5) To adopt a trade name;
(bb) To finance one or more of the activities in this section; and
(cc) To perform every other form or type of act that is necessary or proper
for accomplishing any lawful purpose of the cooperative not prohibited to it by law
or its articles and bylaws or that is conducive to or expedient for the interest or
benefit of the cooperative.
(2) In addition to the powers granted in subsection (1) of this section, each
agricultural cooperative incorporated under this article has the following powers:
(a) To engage in any activity in connection with the marketing, selling,
preserving, raising, harvesting, drying, processing, manufacturing, canning,
packing, grading, storing, handling, and utilization of any products, by-products, or
services produced or delivered to the cooperative by its members or other patrons;
(b) To engage in any activity in connection with agricultural education and
research and to represent its members' interests in legislative and administrative
forums.
(3) In addition to the powers specifically given in this article, a cooperative
has all powers, rights, and privileges granted by the law of this state to domestic
corporations or domestic nonprofit corporations that are not inconsistent with the
provisions of this article.
(4) The powers enumerated in this article shall vest in every cooperative in
this state formed under this article, or that has elected to be subject to this article,
although they may not be stated in its charter or in its articles.